Master Subscription Agreement

1. DEFINITIONS

• “Authorized User” means an employee, contractor, or agent of Customer or its Affiliates whom Customer permits to access the Platform under a subscription.
• “Affiliate” means an entity that controls, is controlled by, or is under common control with a party.
• “Confidential Information” means nonpublic information disclosed by a party that is marked or reasonably understood to be confidential, including the Platform, Customer Data, pricing, and Order Form terms.
• “Customer Data” means data, files, software bills of materials, artifacts, and other content that Customer or its Authorized Users submit to or generate within the Platform.
• “Documentation” means the user guides and technical documentation that Manifest makes generally available for the Platform.
• “Order Form” means an ordering document or online order describing the subscription, scope, fees, and term, executed or otherwise accepted by both parties.
• “Output” means the reports, analyses, scores, and inventories the Platform generates from Customer Data.
• “Platform” means the Manifest hosted software platform and related services identified in an Order Form, including the Documentation and any updates.

2. PLATFORM ACCESS AND LICENSE

Subject to this Agreement and payment of applicable fees, Manifest grants Customer a nonexclusive, nontransferable, worldwide right during the subscription term to access and use the Platform and Documentation for the internal business purposes of Customer and its Affiliates, and to permit Authorized Users to do the same. The scope of each subscription is set out in the applicable Order Form. Manifest reserves all rights not expressly granted.

3. ORDER FORMS

The parties may enter into one or more Order Forms under this Agreement. Each Order Form sets out the applicable editions, capacity, Authorized User counts, fees, subscription term, and any agreed service levels or commercial terms. In the event of a conflict between this Agreement and an Order Form, the Order Form controls for that subscription to the extent of the conflict.

4. AUTHORIZED USERS AND CUSTOMER RESPONSBILITIES

Customer is responsible for its accounts and those of its Authorized Users, for keeping credentials confidential, and for all activity under them. Customer will ensure that its Authorized Users comply with this Agreement and is responsible for their acts and omissions. Customer will use the Platform in compliance with applicable law and will not: license, resell, or make the Platform available to a third party except as permitted in an Order Form; reverse engineer, decompile, or disassemble the Platform except as applicable law permits; circumvent usage limits or security features; or use the Platform to build a competing product.

5. FEES, PAYMENT, AND TAXES

Customer will pay the fees set out in each Order Form. Unless an Order Form states otherwise, fees are invoiced in advance and due within thirty (30) days of the invoice date, in U.S. dollars. Fees are nonrefundable except as expressly provided, and subscriptions are noncancelable for the paid term. Late amounts that are not subject to a good faith dispute accrue interest at the lesser of one percent (1%) per month or the maximum permitted by law. Fees are exclusive of taxes, and Customer is responsible for all applicable taxes other than taxes on Manifest’s net income. Manifest may adjust fees for a renewal term on notice given before renewal.

6. CUSTOMER DATA

As between the parties, Customer owns all right, title, and interest in Customer Data and the Output derived from it, excluding any Manifest proprietary materials embedded in the Platform. Customer grants Manifest a nonexclusive, worldwide right to host, copy, process, transmit, and display Customer Data solely to provide, secure, maintain, and improve the Platform for Customer, and as otherwise permitted in this Agreement. Customer represents that it has the rights necessary to submit Customer Data and to have it processed as contemplated here.

7. AGGREGATED DATA AND ARTIFICIAL INTELLIGENCE

Manifest may collect data about the configuration, performance, and use of the Platform, and may create aggregated and anonymized or deidentified data derived from Customer Data, in each case in a form that does not identify Customer, any Authorized User, or any individual. Manifest may use such data to operate, secure, and improve its products and services and will maintain reasonable safeguards against reidentification. Manifest will not use Customer Data in identifiable form to train artificial intelligence or machine learning models offered to other customers except as expressly authorized in an Order Form.

8. SECURITY

Manifest will maintain an information security program with administrative, technical, and physical safeguards designed to protect Customer Data, consistent with applicable industry standards and the certifications described at www.manifestcyber.com/security. Manifest will use commercially reasonable efforts to make the Platform available, excluding scheduled maintenance and events beyond its reasonable control. Manifest will notify Customer without undue delay after confirming a breach of security that compromises Customer Data.

9. CONFIDENTIALITY

The receiving party will use the disclosing party’s Confidential Information only to perform under this Agreement, will protect it with at least reasonable care, and will not disclose it except to personnel and advisors who need to know it and are bound by confidentiality obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was known without restriction, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information if required by law, with reasonable prior notice where permitted.

10. INTELLECTUAL PROPERTY; FEEDBACK

The Platform, Documentation, and all related materials, and all intellectual property rights in them, are and remain the exclusive property of Manifest and its licensors. Except for the limited rights expressly granted, no rights are transferred to Customer. If Customer provides Feedback regarding the Platform, Manifest may use it without restriction, provided Manifest does not identify Customer as the source and does not use Customer Confidential Information.

11. WARRANTIES AND DISCLAIMER

Each party represents that it has the authority to enter into this Agreement. Manifest warrants that the Platform will perform materially in accordance with the Documentation during the subscription term. Customer’s exclusive remedy for breach of this warranty is for Manifest to use reasonable efforts to correct the nonconformity or, if it cannot do so within a reasonable time, to refund prepaid fees for the affected period. Except for this warranty, and to the fullest extent permitted by law, the Platform and Output are provided on an “as is” and “as available” basis, and Manifest disclaims all other warranties, express, implied, or statutory, including merchantability, fitness for a particular purpose, title, and noninfringement. The Output supports Customer’s own risk decisions and does not replace Customer’s independent judgment.

12. INDEMNIFICATION

By Manifest. Manifest will defend Customer against any third party claim alleging that the Platform, used as permitted, infringes that third party’s intellectual property rights, and will indemnify Customer for amounts finally awarded or agreed in settlement. If the Platform becomes subject to such a claim, Manifest may procure the right for Customer to continue using it, modify it to be noninfringing, or terminate the affected subscription and refund prepaid, unused fees. Manifest has no obligation for claims arising from Customer Data, use in violation of this Agreement, or combination with items not provided by Manifest.

By Customer. Customer will defend Manifest against any third party claim arising from Customer Data or from Customer’s use of the Platform in violation of this Agreement or applicable law, and will indemnify Manifest for amounts finally awarded or agreed in settlement.

Procedure. The indemnified party will promptly notify the indemnifying party, allow it to control the defense, and provide reasonable cooperation. No settlement that imposes liability or admission on the indemnified party will be made without consent.

‍13. LIMITATION OF LIABILITY

To the fullest extent permitted by law, and except for the Excluded Claims, neither party will be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, or loss of data, even if advised of the possibility. Except for the Excluded Claims, each party’s total aggregate liability arising out of or related to this Agreement will not exceed the total fees paid or payable by Customer for the Platform in the twelve (12) months preceding the event giving rise to the liability, unless a different cap is stated in the applicable Order Form, in which case the Order Form controls.

“Excluded Claims” means a party’s indemnification obligations, a party’s breach of its confidentiality obligations, Customer’s payment obligations, a party’s breach of its data security obligations, and a party’s gross negligence or willful misconduct. Nothing in this Agreement limits liability that cannot be limited under applicable law.

14. TERM AND TERMINATION

This Agreement begins on the Effective Date and continues while any Order Form is in effect. Each subscription term is stated in the applicable Order Form. Either party may terminate this Agreement or an affected Order Form for the other party’s material breach that remains uncured thirty (30) days after written notice. Either party may terminate if the other becomes insolvent or subject to bankruptcy proceedings not dismissed within sixty (60) days.

Upon expiration or termination, Customer’s right to access the Platform ends. For thirty (30) days after termination, Manifest will, upon request, make Customer Data available for export in a commercially reasonable format, after which Manifest may delete it in the ordinary course, subject to retention required by law. Sections on fees accrued, intellectual property, confidentiality, warranties and disclaimer, indemnification, limitation of liability, and the general provisions survive termination.

15. SUSPENSION

Manifest may suspend access if Customer’s use poses a security risk, may adversely affect the Platform or other customers, violates this Agreement, or involves fees overdue beyond a reasonable cure period. Manifest will, where practicable, provide advance notice and limit the suspension to what is reasonably necessary, and will restore access promptly once the cause is resolved.

16. EXPORT CONTROLS AND U.S. GOVERNMENT

Each party will comply with applicable export control and economic sanctions laws. The Platform is a “commercial product” and “commercial computer software” under FAR 2.101. U.S. Government users acquire only the rights set out in this Agreement, in accordance with FAR 12.211 and 12.212, and DFARS 227.7202 for Department of Defense acquisitions. This provision supersedes any other clause addressing government rights in software or technical data.

17. PUBLICITY

Neither party will use the other party’s name or marks in publicity without prior written consent, except that Manifest may identify Customer as a customer in customer lists once Customer has consented, which consent may be withdrawn on reasonable notice.

18. ASSIGNMENT

Neither party will use the other party’s name or marks in publicity without prior written consent, except that Manifest may identify Customer as a customer in customer lists once Customer has consented, which consent may be withdrawn on reasonable notice.

19. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. Any legal action will be brought exclusively in the state or federal courts located in New Castle County, Delaware, and each party consents to the jurisdiction and venue of those courts.

20. GENERAL

This Agreement, together with each Order Form and any addenda, is the entire agreement between the parties regarding its subject matter and supersedes prior understandings. No waiver is effective unless in writing. If any provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in effect. Neither party is liable for delays or failures caused by events beyond its reasonable control. The parties are independent contractors, and this Agreement creates no agency, partnership, or joint venture. Notices must be in writing and sent to the addresses on the Order Form or to the address above for Manifest, and are effective on receipt. This Agreement may be executed in counterparts, including by electronic signature.

21. CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

Manifest Cyber, Inc.
251 Little Falls Drive
New Castle, DE 19808
United States
info@manifestcyber.com